TRANSFER AGENCY AND SERVICE AGREEMENT
among
HARTFORD HLS SERIES FUND II, INC.,
HARTFORD INVESTORS SERVICES COMPANY LLC
and
HL INVESTMENT ADVISORS, LLC
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 1st day of May, 2002, by and among HARTFORD HLS
SERIES FUND II, Inc., a registered open-end management company under the
Investment Company Act of 1940, as amended, (the "Company"), on behalf of each
series listed on Attachment A, (the "Portfolios"), HARTFORD INVESTORS SERVICES
COMPANY LLC ("HISC"), a subsidiary of Hartford Life Insurance Company, and HL
INVESTMENT ADVISORS, LLC, a Connecticut limited liability company ("HLA"). This
Agreement is intended to take effect as if entered into among each Portfolio,
severally, HISC and HLA, and the provisions of this Agreement shall be construed
accordingly.
WHEREAS, the Company is authorized to issue shares in separate series and
classes within each series; and
WHEREAS, the Company, on behalf of each of the Portfolios, desires to
appoint HISC as its transfer agent, dividend disbursing agent and agent in
connection with certain other activities, and HISC desires to accept such
appointment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. TERMS OF APPOINTMENT; DUTIES OF HISC
1.1 Subject to the terms and conditions set forth in this Agreement, the
Company, on behalf of the Portfolios, hereby employs and appoints
HISC to act as, and HISC agrees to act as its transfer agent for
each of the Fund's authorized and issued shares of its common stock
("Shares"), dividend disbursing agent and agent in connection with
any accumulation, open-account or similar plans provided to the
shareholders of each of the respective Portfolios of the Company
("Shareholders") and set out in the currently effective prospectuses
and statements of additional information ("prospectuses") of the
Company.
1.2 HISC agrees that it will perform the following services:
(a) In accordance with procedures established from time to time
by agreement between the Company on behalf of each of the
Portfolios, as applicable and HISC, HISC shall:
(i) Receive for acceptance, orders for the purchase of
Shares, and promptly deliver payment and appropriate
documentation thereof to the custodian of the
Company (the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate
number of Shares and hold such Shares in the
appropriate Shareholder accounts;
(iii) Receive for acceptance redemption requests and
redemption directions and deliver the appropriate
documentation thereof to the Custodian;
(iv) In respect to the transactions in items (i), (ii)
and (iii) above, HISC shall execute transactions
directly with broker-dealers authorized by the
Company who shall thereby be deemed to be acting on
behalf of the Company;
(v) At the appropriate time as and when it receives
monies paid to it by the Custodian with respect to
any redemption, pay over or cause to be paid over in
the appropriate manner such monies as instructed by
the redeeming Shareholders;
(vi) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;
(vii) Prepare and transmit payments for dividends and
distributions declared by the Company on behalf of
each Portfolio;
(viii) Maintain records of account for and advise the
Company and its Shareholders as to the foregoing;
and
(ix) Record the issuance of shares of the Portfolios and
maintain pursuant to SEC Rule 17Ad-10(e) a record of
the total number of Shares that are authorized,
issued and outstanding. HISC shall also provide the
Company on a regular basis with the total number of
shares that are authorized, issued and outstanding
and shall have no obligation, when recording the
issuance of shares, to be responsible for any laws
relating to the issue or sale of such shares, which
function shall be the sole responsibility of the
Company.
(b) In addition to the services set forth in paragraph (a), HISC
shall perform the customary services of a transfer agent,
dividend disbursing agent and, as relevant, agent in
connection with accumulation, open-account or other similar
plans (including without limitation any periodic investment
plan or periodic withdrawal program), including but not
limited to: maintaining all Shareholder accounts, preparing
Shareholder meeting lists, mailing proxies, mailing
Shareholder reports and prospectuses to current
Shareholders, withholding taxes on U.S. resident and
non-resident alien accounts, preparing and filing U.S.
Treasury Department Forms 1099 and other appropriate forms
required with respect to dividends and
distributions by federal authorities for all Shareholders,
preparing and mailing confirmation forms and statements of
account to Shareholders for all purchases and redemptions of
Shares and other confirmable transactions in Shareholder
accounts, preparing and mailing activity statements for
Shareholders, and providing Shareholder account information.
(c) Procedures as to who shall provide certain of these services
in Section 1 may be established from time to time by
agreement between the Company on behalf of each Portfolio
and HISC.
(d) HISC shall provide additional services on behalf of the
Company (E.G., escheatment services) which may be agreed
upon in writing between the Company and HISC.
2. FEES AND EXPENSES
2.1 For the performance by HISC pursuant to this Agreement, HLA agrees
to pay HISC an annual maintenance fee for each Shareholder account
as set out in the initial fee schedule attached hereto. Such fees
and out-of-pocket expenses and advances identified under Section 2.2
below may be changed from time to time subject to mutual written
agreement among the Company, HLA and HISC.
2.2 In addition to the fee paid under Section 2.1 above, HLA agrees to
reimburse HISC for out-of-pocket expenses, including but not limited
to confirmation production, postage, forms, telephone, microfilm,
microfiche, tabulating proxies, records storage, or advances
incurred by HISC for the items set out in the fee schedule attached
hereto. In addition, any other expenses incurred by HISC at the
request or with the consent of the Company or HLA, will be
reimbursed by HLA on behalf of the applicable Portfolio.
3. REPRESENTATIONS AND WARRANTIES OF HISC
HISC represents and warrants to the Company that:
3.1 It is a corporation duly organized and existing and in good standing
under the laws of Connecticut.
3.2 It is duly qualified to carry on its business in the State of
Connecticut and is duly registered as a transfer agent pursuant to
Section 17A(c)(2) of the Securities Exchange Act of 1934, as
amended.
3.3 It is empowered under applicable laws and by its Charter and By-Laws
to enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize it
to enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.
4. REPRESENTATIONS AND WARRANTIES OF THE FUNDS
The Company represents and warrants to HISC that:
4.1 It is a corporation duly organized and existing and in good standing
under the laws of the State of Maryland.
4.2 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement.
4.3 All corporate proceedings required by such Articles of Incorporation
and By-Laws have been taken to authorize it to enter into and
perform this Agreement.
4.4 It is registered as an open-end, management investment company under
the Investment Company Act of 1940, as amended.
4.5 A registration statement under the Securities Act of 1933, as
amended, is currently effective, and will remain in effect, for each
series and class of Shares, and appropriate securities law filings
have been made and will continue to be made with the SEC with
respect to the Company.
5. DATA ACCESS AND PROPRIETARY INFORMATION
5.1 The Company acknowledges that the data bases, computer programs,
screen formats, report formats, interactive design techniques, and
documentation manuals furnished to the Company by HISC as part of
its ability to access certain Company-related data ("Customer Data")
maintained by HISC on data bases under the control and ownership of
HISC ("Data Access Services") constitute copyrighted, trade secret,
or other proprietary information (collectively, "Proprietary
Information") of substantial value to HISC or other third party. In
no event shall Proprietary Information be deemed Customer Data. The
Company agrees to treat all Proprietary Information as proprietary
to HISC and further agrees that it shall not divulge any Proprietary
Information to any person or organization except as may be provided
hereunder. Without limiting the foregoing, the Company agrees for
itself and its employees and agents:
(a) to access Customer Data solely from locations as may be
designated in writing by HISC and solely in accordance with
HISC's applicable user documentation;
(b) to refrain from copying or duplicating in any way the
Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion
of the Proprietary Information, and if such access is
inadvertently obtained, to inform in a timely manner of such
fact and dispose of such information in accordance with
HISC's instructions;
(d) to refrain from causing or allowing the data acquired
hereunder from being retransmitted to any other computer
facility or other location, except with the prior written
consent of HISC;
(e) that the Company shall have access only to those authorized
transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by HISC to
protect at HISC's expense the rights of HISC in Proprietary
Information at common law, under federal copyright law and
under other federal or state law.
5.2 Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this Section 5. The obligations of
this Section shall survive any termination of this Agreement.
5.3 If the Company notifies HISC that any of the Data Access Services do
not operate in material compliance with the most recently issued
user documentation for such services, HISC shall endeavor in a
timely manner to correct such failure. Organizations from which HISC
may obtain certain data included in the Data Access Services are
solely responsible for the contents of such data and the Company
agrees to make no claim against HISC arising out of the contents of
such third-party data, including, but not limited to, the accuracy
thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE
SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS
IS, AS AVAILABLE BASIS. HISC EXPRESSLY DISCLAIMS ALL WARRANTIES
EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
6. INDEMNIFICATION
6.1 HISC shall not be responsible for, and the Company shall, on behalf
of the applicable Portfolio, indemnify and hold HISC harmless from
and against, any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liability arising out of or
attributable to:
(a) All actions of HISC or its agents or subcontractors required
to be taken pursuant to this Agreement, provided that such
actions are taken in good faith and without negligence or
willful misconduct.
(b) Lack of good faith, negligence or willful misconduct on the
part of any Portfolio which arise out of the breach of any
representation or warranty of the Company hereunder.
(c) The reliance on or use by HISC or its agents or
subcontractors of information, records, documents or
services which (i) are received by HISC or its agents or
subcontractors, and (ii) have been prepared, maintained or
performed by the Company or any other person or firm on
behalf of the Company.
(d) The reliance on, or the carrying out by HISC or its agents
or subcontractors of any instructions or requests of the
Company on behalf of the applicable Portfolio.
(e) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the
securities laws or regulations of any state or in violation
of any stop order or other determination or ruling by any
federal agency or any state with respect to the offer or
sale of such Shares in such state.
(f) The negotiation and processing by HISC of checks not made
payable to the order of the Company, or to a particular
Portfolio, or to the retirement account custodian or trustee
for a plan account investing in Shares, which checks are
tendered to HISC for the purchase of Shares (i.e., "third
party checks").
6.2 At any time HISC may apply to any officer of the Company for
instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by
HISC under this Agreement, and HISC and its agents or subcontractors
shall not be liable and shall be indemnified by the Company on
behalf of the applicable Portfolio for any action taken or omitted
by it in reliance upon such instructions or upon the opinion of such
counsel. HISC, its agents and subcontractors shall be protected and
indemnified in acting upon any paper or document furnished by or on
behalf of the Company, reasonably believed to be genuine and to have
been signed by the proper person or persons, or upon any
instruction, information, data, records or documents provided HISC
or its agents or subcontractors by machine readable input, telex,
CRT data entry or other similar means authorized by the Company, and
shall not be held to have notice of any change of authority of any
person, until receipt of written notice thereof from the Company.
6.3 In order that the indemnification provisions contained in this
Section 6 shall apply, upon the assertion of a claim for which the
Company may be required to indemnify HISC, HISC shall promptly
notify the Company of such assertion, and shall keep the Company
advised with respect to all developments concerning such claim. The
Company shall have the option to participate with HISC in the
defense of such claim or to defend against said claim in its own
name or in the name of HISC. HISC shall in no case confess any claim
or make any compromise in any case in which the Company may be
required to indemnify HISC except with the Portfolios' prior written
consent.
7. STANDARD OF CARE
HISC shall at all times act in good faith and agrees to use its best
efforts within reasonable limits to insure the accuracy of all services
performed under this Agreement, but assumes no responsibility and shall not be
liable for loss or damage due to errors unless said errors are caused by its
negligence, bad faith, or willful misconduct or that of its employees.
8. COVENANTS OF THE COMPANY AND HISC
8.1 The Company shall on behalf of each of the Portfolios promptly
furnish to HISC the following:
(a) A certified copy of the resolution of the Board of Directors
of the Company authorizing the appointment of HISC and the
execution and delivery of this Agreement.
(b) A copy of the Articles of Incorporation and By-Laws of the
Company and all amendments thereto.
8.2 HISC shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940,
as amended, and the Rules thereunder, HISC agrees that all such
records prepared or maintained by HISC relating to the services to
be performed by HISC hereunder are the property of the Company and
will be preserved, maintained and made available in accordance with
such Section and Rules, and will be surrendered promptly to the
Company on and in accordance with its request.
8.3 HISC and the Company agree that all books, records, information and
data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying
out of this Agreement shall remain confidential, and shall not be
voluntarily disclosed to any other person, except as may be required
by law.
8.4 In case of any requests or demands for the inspection of the
Shareholder records of the Company, HISC will endeavor to notify the
Company and to secure
instructions from an authorized officer of the Company as to such
inspection. HISC reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its
counsel that it may be held liable for the failure to exhibit the
Shareholder records to such person.
9. TERMINATION OF AGREEMENT
9.1 This Agreement may be terminated by either party upon sixty (60)
days written notice to the other.
9.2 Should the Company exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and
material will be borne by the Company on behalf of the applicable
Portfolio(s). Additionally, HISC reserves the right to charge for
any other reasonable expenses associated with such termination.
10. ADDITIONAL PORTFOLIOS
In the event that the Company establishes one or more additional series or
classes of Shares to which it desires to have HISC render services as transfer
agent under the terms hereof, it shall so notify HISC in writing, and if HISC
agrees in writing to provide such services, such series or classes of Shares
shall be included under this agreement.
11. ASSIGNMENT
11.1 Neither this Agreement nor any rights or obligations hereunder may
be assigned by either party without the written consent of the other
party.
11.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
12. AMENDMENT
This Agreement may be amended or modified by a written agreement executed
by both parties and authorized or approved by a resolution of the Board of
Directors of the Company.
13. MARYLAND LAW TO APPLY
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of Maryland.
14. FORCE MAJEURE
In the event either party is unable to perform its obligations under the
terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not
be liable for damages to the other for any damages resulting from such failure
to perform or otherwise from such causes.
15. CONSEQUENTIAL DAMAGES
Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.
16. MERGER OF AGREEMENT
This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject matter hereof
whether oral or written.
17. COUNTERPARTS
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
HARTFORD HLS SERIES FUND II, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxxxxxxx
Title: President
HARTFORD INVESTORS SERVICES
COMPANY LLC
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: President and Chief Executive Officer
HL INVESTMENT ADVISERS, LLC
By: /s/ Xxxxx X. Xxxxxxxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxxxxxxx
Title: Senior Vice President
ATTACHMENT A
Hartford HLS Series Fund II, Inc.
ON BEHALF OF:
Hartford American Leaders HLS Fund
Hartford Blue Chip Stock HLS Fund
Hartford Blue Chip Stock II HLS Fund
Hartford Capital Opportunities HLS Fund
Hartford Global Equity HLS Fund
Hartford Growth Opportunities HLS Fund
Hartford International Stock HLS Fund
Hartford International Stock II HLS Fund
Hartford Investors Growth HLS Fund
Hartford LargeCap Growth HLS Fund
Hartford MidCap Stock HLS Fund
Hartford Multisector Bond HLS Fund
Hartford SmallCap Growth HLS Fund
Hartford SmallCap Value HLS Fund
Hartford U.S. Government Securities HLS Fund
Hartford Value Opportunities HLS Fund
SERVICES TO BE PERFORMED
1. Receives orders for the purchase of Shares.
2. Issue Shares and hold Shares in Shareholders accounts.
3. Receive redemption requests.
4. Effect transactions 1-3 above directly with broker-dealers.
5. Pay over monies to redeeming Shareholders.
6. Effect transfers of Shares.
7. Prepare and transmit dividends and distributions.
8. Maintain records of account.
9. Maintain and keep a current and accurate control book for each issue of
securities.
10. Mail proxies.
11. Mail Shareholder reports.
12. Mail prospectuses to current Shareholders.
13. Withhold taxes on U.S. resident and non-resident alien accounts.
14. Prepare and file U.S. Treasury Department forms.
15. Prepare and mail account and confirmation statements for Shareholders.
16. Provide Shareholder account information.
FEE SCHEDULE
Per Account Fee Cost Reimbursement
Out-of-Pocket Expenses* Billed As Incurred
* Out-of-pocket expenses include, but are not limited to, confirmation
statements, investor statements, postage, forms, audio response, telephone,
records retention, transcripts, microfilm, microfiche, and expenses incurred at
the specific direction of the Fund.
